aka: Puella Magi Madoka Magica Episode 11

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Kyubey reveals to Homura that the reason Madoka has the potential to become such a powerful witch is because Homura's constant trips through time to try and save Madoka has resulted in her becoming the centerpoint of countless timelines, as the potential of a magical girl is determined by the relative effect of their role on fate. After Sayaka's funeral, Kyubey shows Madoka the history of magical girls and how it has shaped civilization, causing extreme distress to Madoka. Madoka's mother, Junko, grows concerned about her, feeling she is hiding something from her. Madoka goes to see Homura, who unconvincingly reassures her that she can handle Walpurgisnacht, and finally reveals the truth about herself, begging Madoka to allow Homura to protect her. As a storm hits the city, and the citizens take shelter, Homura stands alone to face Walpurgisnacht, throwing everything she has at it, but even so she is still overwhelmed and eventually is all but defeated. When Madoka hears from Kyubey that Homura may turn into a witch if the latter loses hope of saving her, Madoka prepares to go and find her. Although Junko tries to stop her, Madoka convinces her that she is doing what she believes in the right thing. As Homura begins to lose hope and is on the verge of becoming a witch, Madoka arrives with Kyubey, announcing that she plans to make her wish.

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